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08-01-2000 |
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DATE, TIME, PLACE OF MEETING The Calcasieu Parish School Board met in the Conference Room of the Calcasieu Parish School Board located at 1732 Kirkman Street, Lake Charles, Louisiana, on Tuesday, August 1, 2000, at 5:00 p.m. The meeting was called to order by Wilridge P. Doucet, President. The prayer was led by James W. Karr, Sr.; Mr. Doucet led the Pledge of Allegiance. ROLL CALL The roll was called and the following members were present: Randall C. Armentor, G. Michael Canaday, Wilridge P. Doucet, Clara F. Duhon, Jay L. Duhon, Carla C. Duplechin, John M. Falgout, L. J. "Berk" Fontenot, James W. Karr, Sr., Sheral A. LaVergne, James W. Pitre, Gregory P. Robert, and Elray T. Victorian. Joe A. Andrepont and Ricky Blackwell were absent. By general consent of the Board, the Supplemental Agenda was approved as part of the regular agenda. Amend Agenda On motion by Mr. Fontenot, seconded by Mr. Falgout and unanimously carried, the agenda was amended to discuss the policy pertaining to the delivery day of Board packets. Mr. Fontenot moved to change the policy regarding the delivery day of Board packets from Thursday to Friday. Mr. Armentor seconded the motion. J. Duhon moved to amend the motion to table the discussion until the next Board meeting; Mr. Canaday seconded the motion. Jude W. Theriot, Superintendent, asked that it be made clear that staff was not requesting the change; staff position was the pleasure of the Board. Motion to table was voted on and failed for lack of a majority vote. Ayes: J. Duhon, C. Duhon, Mr. Karr, Mr. Canaday and Mr. Pitre. Nays: Mrs. Duplechin, Mr. Armentor, Mr. Falgout, Ms. LaVergne, Mr. Robert, Mr. Victorian and Mr. Fontenot. Motion to change the delivery day of Board packets from Thursday to Friday was voted on and carried by majority vote. J. Duhon voted nay; C. Duhon abstained. Mr. Falgout moved to suspend the two-week layover and have the policy change go into effect immediately; Ms. LaVergne seconded the motion. Motion was voted on and carried unanimously. MINUTES APPROVED On motion by Mr. Armentor, seconded by J. Duhon and unanimously carried, the minutes of the regular meeting of July 18, 2000, were approved as presented.
TAKE APPROPRIATE ACTION Resolution Approving a Cash Defeasance of the Public School Improvement Sales Tax Revenue Bonds of Sales Tax District No. Three of Calcasieu Parish, Louisiana, ST Series 1994; Approving the Defeasance Indenture Between for the District and the Trust Company of Louisiana; and Providing for Other Matters Related Thereto Lake Charles, Louisiana August 1, 2000 The Parish School Board of Calcasieu Parish, Louisiana, met in regular public session at 5:00 o'clock p.m. on Tuesday, August 1, 2000, at the regular meeting place of said Board in the Calcasieu Parish School Board Office, Lake Charles, Louisiana, pursuant to the provisions of written notice given to each and every member thereof and duly posted in the manner required by law. President, Wilridge P. Doucet called the meeting to order and on roll call, the following members were present: Randy Armentor, G. Michael Canaday, Wilridge Doucet, Clara Duhon, J. L. "Jay" Duhon, Carla C. Duplechin, John M. Falgout, L. J. "Berk" Fontenot, James W. Karr, Sr., Sheral "Cookie" LaVergne, James W. Pitre, Greg Robert and Elray T. Victorian ABSENT: Joe A. Andrepont, Ricky Blackwell Jude W. Theriot, Board Secretary, also attended. The meeting was called to order and the roll called with the above results. Thereupon, the following resolution was then introduced, and pursuant to motion made by Mr. Fontenot and seconded by Mr. Armentor, was adopted by the following vote: YEAS: Mr. Armentor, Mr. Canaday, Mr. Doucet, Mrs. Duhon, Mr. Duhon, Ms. Duplechin, Mr. Falgout, Mr. Fontenot, Mr. Karr, Ms. LaVergne, Mr. Pitre, Mr. Robert and Mr. Victorian
NAYS: None The resolution was approved and signed by the President, attested by the Secretary, and provides as follows: RESOLUTION A RESOLUTION APPROVING A CASH DEFEASANCE OF THE PUBLIC SCHOOL IMPROVEMENT SALES TAX REVENUE BONDS OF SALES TAX DISTRICT NO. THREE OF CALCASIEU PARISH, LOUISIANA, ST SERIES 1994; APPROVING THE DEFEASANCE INDENTURE BETWEEN FOR THE DISTRICT AND THE TRUST COMPANY OF LOUISIANA; AND PROVIDING FOR OTHER MATTERS RELATED THERETO. WHEREAS, the Calcasieu Parish School Board (the "Board") officially created Sales Tax District No. Three of Calcasieu Parish, Louisiana (the "District"), by resolution of the Board on December 12, 1989;
WHEREAS, an election was held within the District on July 18, 1992, wherein the qualified electors of the District approved and passed a one and one-half percent (1 +%) sales and use tax (the "Tax") within the District for a term of fifteen (15) years from the date of first levy of the Tax; WHEREAS, in accordance with the terms of the proposition approved by the electorate of the District on July 18, 2000, the Board on behalf of the District on September 8, 1994, executed and delivered to the initial purchasers thereof $5,000,000 Public School Improvement Sales Tax Revenue Bonds of the District, ST Series 1994 (the "Bonds"), which Bonds were and are presently secured by the avails and proceeds of the Tax;
WHEREAS, proceeds of the Bonds as well as the avails of the Tax have been utilized by the Board to provide improvements to the educational buildings and facilities within the District; WHEREAS, the District on July 15, 2000, at an election called for that purpose, approved an additional one and one-half percent (1 +%) sales and use tax (the "New Tax") to run for a period of twenty (20) years from the initial levy thereof, in order to provide additional improvements to the educational buildings and facilities within the District, as well as the simultaneous cancellation and termination of the Tax, upon the levy of the New Tax; WHEREAS, the Bonds are secured by and payable from the avails of the Tax, and prior to cancellation and termination of the Tax, the Bonds must be paid or defeased, in accordance with the provisions of Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the "Act"); WHEREAS, the Board on behalf of the District is in possession and control of sufficient cash from the avails of the Tax in order to provide a cash defeasance of the Bonds, all in accordance with the provisions of the Act; WHEREAS, in accordance with the provisions of the Act and in order to adequately protect the interests of the holders and owners of the Bonds, it is necessary for the Board to (i) appoint a trustee to receive a deposit of funds from the Board with which to defease the Bonds; (ii) to approve and adopt and authorize the execution and delivery of an indenture of trust which would provide for defeasance of the Bonds (the "Defeasance Indenture"); WHEREAS, The Bank of New York, Jacksonville, Florida, is the present paying agent of the Bonds, and in order to maximize the financial efficiency of this defeasance it is desirable that The Trust Company of Louisiana replace be named as the new paying agent of the Bonds in the place and stead of The Bank of New York, Jacksonville, Florida, NOW THEREFORE BE IT RESOLVED by the Calcasieu Parish School Board as follows: SECTION 1. There is hereby authorized the defeasance of the Bonds in accordance with the provisions of the Act and this resolution. SECTION 2. The Defeasance Indenture annexed hereto as "Exhibit A" is hereby approved, and the execution and delivery of same by the President and Secretary of this Board is authorized and approved. SECTION 3. The Trust Company of Louisiana is hereby appointed as the Trustee of the Defeasance Indenture, to serve in such capacity for the benefit and protection of the holders and owners of the Bonds. SECTION 4. The Trust Company of Louisiana is hereby appointed to replace The Bank of New York, Jacksonville, Florida, as the paying agent of the Bonds. SECTION 5. All ordinances or resolutions in conflict herewith be and the same are hereby repealed to the extent of such conflict. SECTION 6. This resolution shall take effect immediately. This resolution adopted and passed on this 1st day of August, 2000. /s/ Wilridge P. Doucet WILRIDGE P. DOUCET, President Calcasieu Parish School Board ATTEST: /s/ Jude W. Theriot JUDE W. THERIOT, Secretary Calcasieu Parish School Board
(Other business not pertinent to the present excerpt may be found of record in the official minute book.) Upon motion duly made and unanimously carried, the meeting was adjourned. /s/ Wilridge P. Doucet WILRIDGE P. DOUCET, President Calcasieu Parish School Board ATTEST: /s/ Jude W. Theriot JUDE W. THERIOT, Secretary Calcasieu Parish School Board STATE OF LOUISIANA
PARISH OF CALCASIEU
I, JUDE W. THERIOT, certify that I am the duly qualified and acting Superintendent of Public Schools for the Parish of Calcasieu, Louisiana, and as such, Ex-Officio Secretary of the Calcasieu Parish School Board, the governing authority of Sales Tax District No. Three of Calcasieu Parish, Louisiana. I further certify that the above and foregoing is a true and correct copy of an excerpt from the minutes of a public meeting of the Calcasieu Parish School Board held on August 1, 2000, and of a resolution employing special Bond Counsel, as said minutes and resolution appear officially of record in my possession. IN FAITH WHEREOF, witness my official signature and the impress of the official seal of the Calcasieu Parish School Board on this 1st day of August, 2000. /s/Jude W. Theriot JUDE W. THERIOT, Secretary
[S E A L] Bond Trust Indenture, Sales Tax District No. Three of Calcasieu Parish, Louisiana to The Trust Company of Louisiana as Trustee SALES TAX DISTRICT NO. THREE OF CALCASIEU PARISH, LOUISIANA to THE TRUST COMPANY OF LOUISIANA As Trustee _____________________________________
BOND TRUST INDENTURE
Dated as of September 1, 2000
_____________________________________________
Securing a Cash Defeasance of Sales Tax Revenue Bonds, ST Series 1994 TABLE OF CONTENTS Page RECITALS -1- Form of Bond -2- Granting Clause -5- ARTICLE I.DEFINITIONS -5- Definitions -5- ARTICLE IITHE BONDS -7- Section 2.01. Amount and Terms -7- Section 2.02. Mutilated, Destroyed, Lost or Stolen Bonds -8- Section 2.03. Cancellation and Destruction of Surrendered Bonds -9- Section 2.04. Procedure Upon Payment of All Outstanding Bonds -9- Section 2.05. Obligations of the Paying Agent -9- ARTICLE III.REVENUES AND APPLICATION THEREOF -10- Section 3.01. Revenues to be Paid Over to Trustee -10- Section 3.02. Debt Service Fund -10- Section 3.03. Purchased or Redemption of Bonds -10- Section 3.04. Procedure When Funds Are Sufficient to Pay All Bonds -10- Section 3.05. Moneys to be Held For All Holders of Bonds -11- ARTICLE IV.SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS -11- Section 4.01. Deposits and Security Therefor -11- Section 4.02. Investment or Deposit of Funds -11- Section 4.03. Valuation of Funds -11- ARTICLE V.REDEMPTION OF BONDS -11- Section 5.01. Bonds Subject to Redemption; Selection of Bonds to be Called for Redemption -11- Section 5.02. Notice of Redemption -12- Section 5.03. Payment of Redemption Price -12- ARTICLE VI.COVENANTS OF THE TRUSTEE -13- Section 6.01. Payment of Principal of and Interest on Bonds -13- Section 6.02. Trustee’s Existence -13- Section 6.03. Prohibition Against Amendments; Notice of Default -13- Section 6.04. Protection of Lien -13- Section 6.05. Extension of Time for Payment of Interest of Principal Prohibited -14- Section 6.06. Additional Security -14- Section 6.07. Non-Impairment of Security -14- Section 6.08. Issuer’s Obligations Limited -14- ARTICLE VIIEVENTS OF DEFAULT AND REMEDIES -14- Section 7.01. Events of Default Defined -14- Section 7.02. Acceleration and Annulment Thereof -15- Section 7.03. Entry By Issuer -15- Section 7.04. Legal Proceedings by Issuer -16- Section 7.05. Discontinuance of Proceedings by Issuer -16- Section 7.06. Bondholders May Direct Proceedings -16- Section 7.07. Limitations on Actions by Bondholders -16- Section 7.08. Issuer May Enforce Rights Without Possession of Bonds -17- Section 7.09. Remedies Not Exclusive -17- Section 7.10. Delays and Omissions Not to Impair Rights -17- Section 7.11. Application of Moneys in Event of Default -17- ARTICLE VIII.THE TRUSTEE -18- Section 8.01. Acceptance of Trust -18- Section 8.02. No Responsibility for Validity of Bonds -18- Section 8.03. Trustee May Act Through Agents; Answerable Only for Want of Good Faith and Due Diligence -18- Section 8.04. Compensation and Indemnity -18- Section 8.05. Notice of Default; Right to Investigate -18- Section 8.06. Reliance on Documents, Etc -19- Section 8.07. Trustee May Deal in Bonds -19- Section 8.08. Construction of Ambiguous Provisions -19- Section 8.09. Resignation of Trustee -19- Section. 8.10. Removal of Trustee -19- Section 8.11. Appointment of Successor Trustee -19- Section 8.12. Qualification of Successor -19- Section 8.13. Instruments of Succession -20- Section 8.14. Merger of Trustee -20- Section 8.15. Right of Trustee to Pay Taxes and Other Charges -20- Section 8.16. Intervention by Trustee -20- ARTICLE IX.ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS -20- Section 9.01. Acts of Bondholders; Evidence of Ownership -20- ARTICLE X.AMENDMENTS AND SUPPLEMENTS -21- Section 10.01. Amendments and Supplements Without Bondholder Consent -21- Section 10.02. Amendments With Bondholder Consent -21- Section 10.03. Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel -21- ARTICLE XI.DEFEASANCE -21- Section 11.01. Defeasance -21- ARTICLE XII.MISCELLANEOUS PROVISIONS -22- Section 12.01. No Personal Recourse -22- Section 12.02. Deposit of Funds for Payment of Bonds -22- Section 12.03. No Rights Conferred on Others -22- Section 12.04. Illegal, Etc. Provisions Disregarded -23- Section 12.05. [Reserved] -23- Section 12.06. Notice to Trustee and Issuer -23- Section 12.07. Successors and Assigns -23- Section 12.08. Headings for Convenience Only -23- Section 12.09. Counterparts -23- Section 12.10. Applicable Law -23-
TRUST INDENTURE dated as of September 1, 2000, between Sales Tax District No. Three of Calcasieu Parish, Louisiana, herein represented by its governing authority, the School Board of Calcasieu Parish, Louisiana, a subdivision of the State of Louisiana, organized and existing under and by virtue of the laws of the State of Louisiana, herein represented by it duly authorized and acting President (hereinafter the "Issuer"), and The Trust Company of Louisiana, as Trustee, a state banking corporation organized and existing under the laws of the State of Louisiana, limited to engaging in fiduciary and trust related activities (hereinafter referred to as "Trustee" and/or "Paying Agent"). RECITALS: A. In furtherance of the statutory purposes set forth in Chapter 14 of Title 39, of the Louisiana Revised Statutes of 1950, as amended (the "Act) the Issuer has entered into this Trust Indenture (such Trust Indenture as the same may be supplemented or amended from time to time being hereinafter referred to as the "Indenture"), with the Trustee, in order to provide for the ash Defeasance by the Issuer of certain of the Issuer’s Public School Improvement Sales Tax Revenue Bonds issued pursuant to a resolution of the Issuer dated August 2, 1994 (the "Resolution"), originally issued in multiples of $5,000, payable to the registered owners thereof, designated ST Series 1994, in the original aggregate principal sum of $5,000,000 (the "Bonds"), as more fully described in a certified copy of the Resolution which is annexed hereto as Exhibit A. B. In order to eliminate the Issuer’s obligations, pursuant to the Act, and further secure the payment of such Bonds, the Issuer has delivered to the Trustee for the benefit of the Bondholders, the full sum of $__________________, in cash, United States Dollars, in order to effect a full cash defeasance of the Bonds, in compliance with and pursuant to the terms, conditions and limitations of the Act. C. The execution and delivery of this Indenture has been in all respects duly and validly authorized by resolution duly adopted by the Issuer, a certified copy of which is attached hereto as Exhibit B. The execution and delivery of the Indenture has been in all respects duly and validly authorized by resolution duly adopted by the Trustee, a certified copy of which is attached hereto as Exhibit C.
the Issuer has duly authorized delivery to the Trustee of all of the various debt service reserve funds and other funds and accounts established pursuant to the Resolution which secure payment of the Bonds, by the paying agent thereof. In order to provide sufficient funds, in addition to the various reserve funds and other accounts, the Issuer will provide to the Trustee the additional sum of $__________, in cash in order to provide sufficient funds to accomplish a full cash defacement under the Act. with the Trustee, pursuant to the terms and conditions of this Indenture will fully defease the Bonds, such that the Issuer will be completely relieved of any further obligation or responsibility therefor, pursuant to the terms of the Act. F. The Bonds are substantially in the following form: (Form of Bond) (FACE OF BOND) UNITED STATES OF AMERICA STATE OF LOUISIANA PARISH OF CALCASIEU REGISTERED REGISTERED NO. R- $ PUBLIC SCHOOL IMPROVEMENT SALES TAX REVENUE BOND OF SALES TAX DISTRICT NO. THREE OF CALCASIEU PARISH, LOUISIANA ST SERIES 1994 INTEREST RATE: MATURITY DATE: Sales Tax District No. Three of Calcasieu Parish, Louisiana (herein called the "Issuer"), for value received, hereby acknowledges itself indebted and promises to pay to
REGISTERED OWNER: PRINCIPAL AMOUNT: (Lower Left) OFFICE OF SECRETARY OF STATE STATE OF LOUISIANA BATON ROUGE, LOUISIANA Incontestable. Secured by a pledge and dedication of a sales and use tax in Sales Tax District No. Three of Calcasieu Parish, Louisiana. Registered on this day of September, 1994.
SECRETARY OF STATE PAYING AGENT/REGISTRAR'S CERTIFICATE OF REGISTRATION This Bond is one of the Bonds referred to in the within mentioned Bond Resolution. The Calcasieu Marine National Bank of Lake Charles in the City of Lake Charles, Louisiana, as Paying Agent/Registrar By: Date of Authentication: (Lower Right) or registered assigns, on the maturity date set forth above, the principal amount set forth above, together with interest thereon from the date hereof, said interest payable semi-annually on March 1 and September 1 in each year, beginning March 1, 1995, at the interest rate per annum set forth above until said principal sum is paid, unless this Bond has been previously called for redemption and payment shall have been duly made or provided for. The principal of this Bond upon maturity or redemption is payable in lawful money of the United States of America at the principal corporate trust office of The Calcasieu Marine National Bank of Lake Charles, located in the City of Lake Charles, Louisiana (the Paying Agent/Registrar), or successor thereto, upon presentation and surrender hereof. Interest on this Bond is payable by check mailed on each interest payment date by the Paying Agent/Registrar to the registered owner (determined as of the 15th calendar day of the month next preceding said interest payment date) at the address, as shown on the books of the Paying Agent/Registrar. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution defined hereinafter until the Certificate of Registration hereon shall have been signed by the Paying Agent/Registrar. IN WITNESS WHEREOF, the Calcasieu Parish School Board, acting as governing authority of Sales Tax District No. Three of Calcasieu Parish, Louisiana, has caused this Bond to be executed in its name by the facsimile signatures of its President and Secretary and the impress or imprint hereon of the seal of said School Board, and this Bond to be dated September 1, 1994. CALCASIEU PARISH SCHOOL BOARD, governing authority of SALES TAX DISTRICT NO. THREE OF CALCASIEU PARISH, LOUISIANA /s/ [facsimile] /s/ [facsimile] SECRETARY PRESIDENT
(REVERSE OF BOND) ADDITIONAL PROVISIONS This Bond is one of an issue, the Bonds of which are all of like date, tenor and effect, except as to the number, maturity and rate of interest, aggregating in principal the sum of FIVE MILLION AND N0/100 ($5,000,000) DOLLARS; said Bonds to mature annually, issued pursuant to a resolution adopted on August 2, 1994 by the Calcasieu Parish School Board, governing authority of the Issuer (the "Bond Resolution"), under and by virtue of Article VI, Section 29(A) of the Constitution of 1974 of the State of Louisiana, Section 2721.6 of Subpart D of Part I of Chapter 6 of Title 33, and Subpart F of Part III of Chapter 4 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter, and pursuant to proceedings regularly and legally taken on behalf of the Issuer, for the purpose of acquiring and/or improving lands for building sites and playgrounds, purchasing, erecting, enlarging and/or improving school buildings and other school related facilities within and for the Issuer, and acquiring the necessary equipment and furnishings therefor. This Bond and the issue of which it forms a part are payable solely out of the receipts from the levy and collection of a tax of one and one-half percent (1-1/2%) upon the sale at retail, the use, the lease or rental, the consumption and storage for use or consumption of tangible personal property and on sales of services within Sales Tax District No. Three of Calcasieu Parish, Louisiana. This Bond and the issue of which it forms a part constitute a borrowing solely upon the credit of the sales and use tax revenues received by Sale Tax District No. Three of Calcasieu Parish, Louisiana, and shall not constitute an indebtedness or pledge of the general credit of the Issuer within the meaning of any constitutional or statutory provision relating to the incurring of indebtedness. No member of the Calcasieu Parish School Board or officer thereof or any person executing this Bond shall be personally responsible therefor. The Paying Agent/Registrar for this issue is The Calcasieu Marine National Bank of Lake Charles, Lake Charles, Louisiana. This Bond shall pass by delivery on the books of the Issuer to be kept for that purpose at the principal corporate trust office of the Registrar and such registration is noted hereon. After such registration no transfer shall be valid unless made on said books at said office by the registered owner in person or by his duly authorized attorney and similarly noted hereon. This Bond may not be discharged from registration by like transfer to bearer. The Issuer and the Registrar may treat the registered owner as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue and shall not be bound by any notice to the contrary. Those Bonds maturing in the years 1995 to 1999, inclusive, shall not be subject to redemption prior to maturity. Those Bonds, or portions thereof in multiples of $5,000, maturing in the years 2000 to 2007, inclusive, shall be subject to redemption prior to their stated maturities, at the option of the Issuer, in such order as the Issuer may determine and by lot within any maturity, on any interest payment date on or after September 1, 1999, at par and accrued interest to the date fixed for redemption. Official notice of such call for redemption of any of the Bonds shall be given not less than thirty (30) days prior to the redemption date by means of registered or certified mail by notice deposited in the United States mail addressed to the Paying Agent/Registrar and to the registered owner of each Bond to be redeemed at his address as shown on the registration books of the Paying Agent/Registrar. In the event a Bond is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed. It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana. It is further certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond necessary to constitute the same as a legal, binding and valid special obligation of the Issuer, have existed, have happened and have been performed in due time, form and manner as required by law, and that the indebtedness of the Issuer, including this Bond, does not exceed any limitation prescribed by the Constitution and statutes of the State of Louisiana.
ASSIGNMENT FOR VALUE RECEIVED, , the undersigned, hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney or agent to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. The previous execution and delivery of the Bonds was authorized pursuant to the Resolution, the execution and delivery of the Indenture has been duly authorized and all things necessary to fully cash defease the Bonds, upon delivery of the deposits, provided for hereinabove, and to make this Indenture a valid delivery and surrender of the revenues herein made to the payment of principal or redemption price of, and interest on, the Bonds has been done. Granting Clause NOW, THEREFORE, THIS INDENTURE WITNESSETH, That to provide for the payment of principal or redemption price (as the case may be) in respect of the Bonds issued and outstanding under the Resolution, together with interest thereto, the rights of the Bondholders and the performance of the covenants contained in said Bonds and herein, the Issuer has caused the paying agent of the Bonds to deliver the Deposits (hereinafter defined) to the Trustee, and does hereby sell, assign, transfer, set over, deliver, convey, donate and pledge unto, and grant a security interest to The Trust Company Of Louisiana, Trustee, its successors in trust and its assigns forever all of the right, title and interest of the Issuer in and to the Deposits, and the moneys payable thereunder pursuant to the Act in order to effect a full cash defeasance of the Bonds. TO HAVE AND TO HOLD in trust, nevertheless, for the equal and ratable benefit and security for all present and future holders of the Bonds issued and to be delivered under the Resolution, without preference, priority or distinction as to lien or otherwise (except as herein expressly provided), of any one Bond over any other Bond upon the terms and subject to the conditions hereinafter set forth.
ARTICLE I. DEFINITIONS Definitions In this Indenture and any indentures supplemental hereto (except as otherwise expressly provided or unless the context otherwise requires) the singular includes the plural, the masculine includes the feminine, and the following terms shall have the meanings specified in the foregoing recitals: Act Bonds Issuer Indenture Trustee Resolution In addition, the following terms shall have the meaning specified in this Article unless the context clearly requires otherwise: "Authorized Newspaper" means a newspaper or financial journal in English customarily carrying financial news, published each business day, generally circulated in the City of New Orleans, Louisiana or in the City of New York, New York. When successive publications in an Authorized Newspaper are required, they may be made in the dame or different Authorized Newspapers. "Bond" or "Bonds" means any bond or bonds authenticated and delivered under the Resolution. "Bondholder" or "holder of Bonds" or "owner of Bonds" means the registered owner of any Bond. "Counsel" means an attorney at law or law firm (who may be counsel for the Issuer or the Trustee) satisfactory to the Trustee. "Deposit" means the funds delivered to the Trustee by the Issuer, pursuant to this Indenture, which funds are acquired by the Issuer, not only from the Issuer’s unencumbered and undedicated funds, but also from such debt service reserve and all such other funds of like term and denomination established by the Resolution upon the initial issuance and delivery of the Bonds. The Deposit shall be $_________________ Dollars. "Debt Service Requirements", with reference to a specified period means: A. Amounts needed to pay the principal installments of the Bonds maturing during the period; and B. Interest payable on the Bonds during the period. "Government Obligations" means direct obligations of, or obligations the principal and interest on which are unconditionally guaranteed in full by, the United States of America. "Indenture" means this Trust Indenture as amended or supplemented at the time in question. "Investment Securities" means and includes (i) direct general obligations of, or obligations of, or obligations the payment of the principal of and interest on which are unconditionally guaranteed by the United States of America; (ii) direct or consolidated obligations of any of the following Federal agencies; Banks for Cooperatives, Federal Land Banks, Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Farmers Home Administration and the Federal Financing Banks; (iii) direct or consolidated obligations of any federal agency; (iv) savings and loan association or bank savings accounts and negotiable and non-negotiable certificates of deposit, including those issued by the Trustee, provided that all amounts in such accounts or certificates of any savings and loan association, bank, trust company or national banking association not having a combined capital and surplus of $10,000,000 shall be collaterally secured by securities which are described above in clauses (i) and (ii) as being eligible and which have a continuing market value (exclusive of accrued interest) at least equal to the amount held in such savings accounts or held under such certificates of deposit; (v) bonds or debentures of any corporation organized and existing under the laws of one of the states of the United States of America having a rating of AAA or equivalent by Standard & Poor’s Corporation or Moody’s Investors Service, Inc., (vi) money market funds containing portfolios fully invested in (i) or (ii); (vii) zero coupon certificates of deposit, certificates that represent ownership of a portion of a pool of securities (CATS or TIGR’S), and any investment approved by the trust committee of the Trustee. "Outstanding", in connection with the Bonds means, as of the time in question, all Bonds delivered under the Resolution, except: A Bonds heretofore cancelled or required to be cancelled; Bonds for the payment or redemption of which the necessary amount shall have been deposited with the Paying Agent (hereinafter defined); and Bonds in substitution for which other Bonds have been authenticated and delivered. "Paying Agent" shall mean The Trust Company of Louisiana of Ruston, Louisiana. "Recognized Bond Counsel" shall mean counsel listed in the List of Municipal Bond Attorneys as published semiannually by The Bond Buyer, or any successor. "School Board" means the Calcasieu Parish School Board, Governing Authority of the Issuer, situated in Calcasieu Parish, Louisiana. "State" means the State of Louisiana.
The words "hereof", "herein", "hereto", "hereby" and "hereunder" (except in the form of Bond) refer to the entire Indenture. ARTICLE II THE BONDS Section 2.01. Amount and Terms. The Bonds shall be limited to only such Bonds as are presently Outstanding from the original aggregate issue of $5,000,000 in aggregate principal amount, and shall be in substantially the form and contain the terms recited above. Upon making the Deposit with the Trustee, there shall be no other recourse, by either Bondholders or the Trustee, against the Issuer or any other property now or hereafter owned by the Issuer. The Bonds, upon making the Deposit with the Trustee, will not longer be a debt, general or special, liability or moral obligation of the Issuer, the School Board, or the State, or of any political subdivisions thereof, and neither the faith and credit nor the taxing power of said Issuer, School Board or State or of any political subdivision thereof will any longer be pledged to the payment of the principal of, premium, if any, or the interest on the Bonds. The Bonds shall become a general obligation of the Trustee, to the extent of the Deposit and to the extent of the Trustee’s obligations hereunder. The Issuer will cause the opinion of Recognized Bond Counsel to be delivered to the Trustee. The Bonds have and shall mature and bear interest as set forth below: BOND PAYMENT SCHEDULE $5,000,000 PUBLIC SCHOOL IMPROVEMENT SALES TAX REVENUE BONDS OF SALES TAX DISTRICT NO. THREE OF CALCASIEU PARISH, LOUISIANA ST SERIES 1994
Section 2.02. Mutilated, Destroyed, Lost or Stolen Bonds. If any Bond shall become mutilated, the Paying Agent may execute, authenticate and deliver a new Bond of like tenor and denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Paying Agent of such mutilated Bond for cancellation, and the Paying Agent shall require reasonable indemnity therefor. If any Bond shall be reported lost, stolen or destroyed, evidence as to the ownership and the loss, theft or destruction thereof shall be submitted to the Paying Agent; and if such evidence shall be satisfactory to the Paying Agent and indemnity satisfactory, the Issuer shall execute and thereupon the Paying Agent shall authenticate and deliver, a new Bond of like tenor and denomination. The cost of providing any substitute Bond under the provisions of this Section shall be borne by the Bondholder for which benefit such substitute Bond shall have matured or be about to mature, the Paying Agent may pay to the owner the principal amount of such Bond upon the maturity thereof and the compliance with the aforesaid conditions by such owner, without the issuance of a substitute Bond therefor, and likewise pay to the owner the amount of the accrued interest thereon, if any, which would have been attributable to such a substitute Bond had one been issued. Every substitute Bond issued pursuant to this Section 2.02. shall constitute a contractual obligation of the Trustee, whether or not the Bond alleged to have been destroyed, lost or stolen shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Bonds duly issued hereunder. All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment or mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other rights or remedies, notwithstanding any low or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or investment or other securities without their surrender. Section 2.03. Cancellation and Destruction of Surrendered Bonds. Bonds surrendered for payment or redemption and Bonds purchased from any fund established under the Resolutions shall be tendered by the Paying Agent to the Trustee for cancellation and destruction by the Trustee. The Trustee shall deliver to the Issuer a certificate of destruction in respect to all Bonds so destroyed. The Trustee shall require surrender of the physical certificate evidencing the Bonds prior to payment at maturity of the principal thereof. Section 2.04. Procedure Upon Payment of All Outstanding Bonds. Upon payment of all Outstanding Bonds, the Trustee shall furnish to the Issuer a certificate signed by a duly authorized officer of the Trustee, showing payment of all Outstanding Bonds and certifying that no Bonds are remaining Outstanding and unpaid. Section 2.05. Obligations of the Paying Agent. Notwithstanding any other provisions of this Indenture to the contrary, the obligations and responsibilities of the Paying Agent hereunder shall be and are hereby limited to the following duties and responsibilities, to-wit: The Paying Agent shall notify the Trustee, in a reasonable and timely manner, of the Paying Agent’s receipt of funds from the Trustee for the payment of principal, interest and premium, if any, to the holders of Outstanding Bonds; The Paying Agent shall notify the Trustee, in a reasonable and timely manner, of payments made to the holders of Outstanding Bonds, of the Bonds redeemed by the Paying Agent and of the Bonds remaining Outstanding; and The Paying Agent shall timely transmit to the holders of the Outstanding Bonds, from funds received by the Paying Agent from the Trustee, funds sufficient to pay the principal of, interest on and premium, if any, on the Outstanding Bonds.
ARTICLE III. REVENUES AND APPLICATION THEREOF Section 3.01. Revenues to be Paid Over to Trustee. Pursuant to the Indenture, the Deposit and all of the revenues therein contained shall be paid directly to the Trustee by the Issuer and the Paying Agent. Upon receipt of the Deposit from the Issuer and the Paying Agent, the Trustee shall deposit same in accordance with this Article III.
Section 3.02. Debt Service Fund. The Trustee shall establish a Debt Service Fund into which the Trustee shall deposit the Deposit made by the Issuer and the Paying Agent, from which Debt Service Fund future payments in respect of all interest and maturing principal on the Bond and all payments shall be made. The Trustee shall invest the funds, acquired from the Deposit, and utilize the earnings acquired from such investments, as well as the monies acquired from the Deposit, to pay the principal of the Bonds as they mature and upon surrender thereof and the interest on the Bonds as it becomes payable, together with premium if any thereon. The Trustee may establish separate accounts within the Debt Service Fund. When Bonds are purchased or redeemed, the amount, if any, in the Debt Service Fund representing interest thereon shall be applied to the payment of accrued interest in connection with such redemption or purchase and any excess moneys reserved for such interest but not needed, together with any amount representing principal on the Bonds purchased or redeemed from other moneys, shall be reinvested in Government Obligations or Investment Securities. Section 3.03. Purchased or Redemption of Bonds. If the Debt Service Fund is to be used for the purchase or redemption of Bonds, the Trustee shall apply the amount to be used to the purchase of Bonds at the lowest prices reasonably obtainable provided that the purchase price (exclusive of accrued interest) shall not exceed the then current or next applicable redemption price for such Bonds. Section 3.04. Procedure When Funds Are Sufficient to Pay All Bonds. If at any time the amounts held by the Trustee in the Debt Service Fund established under this Article III are sufficient to pay principal and interest on all bonds then Outstanding to maturity or prior redemption, together with any amounts due the Trustee, the Trustee shall notify the Issuer to that effect and thereafter the Trustee may, at the option and discretion of the Trustee, apply the accounts in the funds to the payment of such principal and interest and redemption price, if any. Should the Trustee have funds on hand following the payment of all Bonds Outstanding, then and in that event such remaining funds shall become the property of the Issuer. Section 3.05. Moneys to be Held For All Holders of Bonds. Moneys and investments in the various funds created under or pursuant to this Article III shall, until applied as provided with respect to the payment of all Bonds Outstanding, be held in trust by the Trustee for the benefit of the holders of all Outstanding Bonds. ARTICLE IV. SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS Section 4.01. Deposits and Security Therefor. All moneys received by the Trustee under this Indenture for Deposit in any fund established hereunder shall except as hereinafter provided, be deposited in trust with the Trustee, and, until or unless invested or deposited as provided in Section 4.02, shall, to the extent not insure, be fully secured as to both principal and interest by Government Obligations or Investment Securities. If at any time the Trustee is unwilling to accept such deposits or unable to secure them as provided above, the Trustee may deposit such money with any other depository which is authorized to receive them and the deposits of which are insured by the Federal Deposit Insurance Corporation. All deposits in any other depository in excess of the amount covered by insurance (whether under this Section or Section 4.02 as aforesaid) shall, to the extent permitted by law, be fully secured as to both principal and interest by Government Obligations. Section 4.02. Investment or Deposit of Funds. The Trustee shall invest moneys held in the Debt Service Fund only in Government Obligations or Investment Securities. The interest and income received upon such investments and any interest paid by the trustee or any other depository holding such investments on behalf of the Trustee and any profit or loss resulting from thesale of securities shall be added or charged to that investment. The Trustee shall sell such securities as may be required or may be necessary to make payment to the holders of the Outstanding Bonds. The Issuer shall not be accountable for any depreciation in the value of any such security or investment made by the Trustee, or for any loss resulting from the sale thereof. The Issuer shall not have any right to direct the Trustee to make any investments other than the investments expressly provided for herein. Section 4.03. Valuation of Funds. In computing the assets of any fund or account, investments and accrued interest thereon shall be deemed a part thereof. Such investments shall be valued at the face value or the current market value thereof, whichever is lower, or at the redemption price thereof, if then redeemable at the option of the holder.
ARTICLE V. REDEMPTION OF BONDS Section 5.01. Bonds Subject to Redemption; Selection of Bonds to be Called for Redemption. The Bonds are subject to redemption prior to maturity as provided in the form of the Bonds hereinbefore recited, as well as in the Resolution. Bonds may not be redeemed by the Trustee, except in accordance with the provisions of the Indenture, the form of the Bonds provided for hereinabove and the Resolution. In the case of a Bond of a denomination greater than $5,000, the Trustee shall treat such Bond as representing the number of separate Bonds of a series each of the denomination of $5,000 as can be obtained by dividing the actual principal amount of such Bonds by $5,000. The Issuer may not call Bonds for redemption nor may Issuer direct the Trustee to call Bond for redemption. The Trustee shall furnish the Issuer with a copy of its notification to redeem Bonds. Section 5.02. Notice of Redemption. When required to redeem Bonds under any provisions of this Indenture, the Bond form provided hereinabove, or the terms of the Resolution, the Trustee shall cause notice of the redemption to be published in accordance with the express provisions of the Bond form provided hereinabove and the Resolution. In addition the Trustee shall at all reasonable times make available to any interested party complete information as to Bonds which have been redeemed or called for redemption and shall mail copies of all notices of redemption to all registered owners of Bonds, to redeemed at their registered address and also to the Daily Bond Buyer, Standard and Poor’s Corporation and Moody’s Investors Service, Inc. or their respective successors, if any, but failure to mail any such notice or any defect in the mailing thereof shall not affect the validity of the redemption. Any such notice shall be given in the name of the Issuer, shall identify the Bonds to be redeemed, shall specify the redemption date and the redemption price, and shall state that on the redemption date the Bonds called for redemption will be payable at the principal corporate trust office of the Paying Agent and that from that date interest will cease to accrue. The Trustee shall cause a notice of redemption to be given by means of first class mail (postage prepaid) not less than thirty (30) days before the redemption date with respect to the Bonds, addressed to the registered owner of each Bond to be redeemed at his address as shown on the registration books of the Paying Agent for the Bonds. If at the time of mailing of notice of redemption the Trustee does not have sufficient monies to redeem all the Bonds called for redemption, such notice may state that it is conditional, that is, subject to the actual monies available for such purpose in possession of the Trustee. Such notice shall have no effect beyond the monies available in the possession of the Trustee for the redemption of Bonds. Section 5.03. Payment of Redemption Price. If (a) unconditional notice of redemption has been duly published or duly waived in writing by the holders of all Bonds called for redemption or (b) conditional notice of redemption has been so published or so waived and the Trustee has sufficient monies available, then in either case the Bonds called for redemption shall be payable on the redemption date at the applicable redemption price, together with interest accrued thereon to the redemption date. Payment of the redemption price together with accrued interest shall be made by the Trustee to the Paying Agent for the holders of the Bonds called for redemption upon surrender of such Bonds. The redemption price, including accrued interest, the expenses of giving notice and any other expenses of redemption shall be paid out of the Debt Service Fund. ARTICLE VI. COVENANTS OF THE TRUSTEE Section 6.01. Payment of Principal of and Interest on Bonds. The Trustee shall promptly pay the principal of and the interest on every Bond provided for hereunder according to the terms thereof. The Trustee may appoint one or more paying agents for such purpose, each such agent to be a national banking association having trust powers, a bank and trust company, or a trust company provided said paying agent has a capital and surplus in excess of $25,000,000. Section 6.02. Trustee’s Existence. The Trustee shall maintain and renew its existence and all its rights, powers, and privileges; and shall comply with all valid and applicable laws, acts, rules, regulations, permits, orders, requirements and directions of any legislative, executive, administrative or judicial body. Section 6.03. Prohibition Against Amendments; Notice of Default. So long as the Trustee shall not be in default of its obligations hereunder, the Trustee may exercise all its rights under the Indenture; provided that he Trustee shall not amend the Indenture in any manner, except as permitted by Section 10.03 hereof nor shall the Trustee grant any waivers with respect to any failures of the Issuer or any person, firm or corporation. Prior to making any amendment to the Indenture, the Trustee shall file with the Issuer (i) a copy of the proposed supplement or amendment and (ii) an opinion of Recognized Bond Counsel to the effect that such amendment or supplement will not have an adverse effect on the exemption of interest on the Bonds from Federal income tax, increase materially the obligations of the Issuer hereunder, nor violate the terms of the Act or of any other law and, unless the Issuer shall have otherwise given it s consent to such amendment or supplement, to the further effect that such amendment or supplement will not otherwise adversely effect the interest of Bondholders. The Trustee shall give prompt notice to the Issuer of any default known to the Trustee under the Indenture or any amendment or supplement thereto. Section 6.04. Protection of Lien. The Trustee shall cause this Indenture to be recorded or filed, in such manner and at such places as may be required by law fully to protect the security of the holders of the Bonds and the rights, title and interest of the holders of the Bonds under the Act in and to the trust estate or any part thereof. From time to time, as reasonably requested by the Issuer, the Trustee shall furnish to the Issuer an opinion of Counsel setting forth what, if any, actions by the Issuer or trustee should be taken to preserve such security. The Trustee shall execute or cause to be executed any and all further instruments as may be required by law or as shall reasonably be requested by the Issuer for such protection of the interest of the Bondholders, and shall furnish satisfactory evidence to the Issuer of filing and refiling of such instruments and of every additional instrument which shall be necessary to preserve the lien of the Indenture upon the trust estate or any part thereof and the lien and security interest of the Bondholders until the principal of and interest on the Bonds secured hereunder shall have been paid. The Trustee and the Issuer shall execute or join in the execution of any such further or additional instruments and file or join in the filing thereof at such tie or times and in such place or places as it may be advised by an opinion of Counsel will preserve the lien of his Indenture upon the trust estate or any part thereof and the lien and security interest of the Bondholders until the aforesaid Bonds shall have been paid according to their tenor in full. Section 6.05. Extension of Time for Payment of Interest of Principal Prohibited. The Trustee shall not directly or indirectly extend the time for payment of any interest or principal appertaining to, or claim for interest or principal on, any of the Bond and shall not directly or indirectly be a party to or approve any arrangement therefor. Section 6.06. Additional Security. The Trustee covenants, whenever and so often as reasonably required to do so that it will promptly execute and deliver or cause to be executed and delivered all such other and further instruments, documents or assurances, and to promptly do or cause to be done all such other further things, as may be necessary or reasonably required in order t further an more fully vest in the Bondholders all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon the Bondholders by this Indenture, and to carry our the purposes of this Indenture. Section 6.07. Non-Impairment of Security. The Trustee covenants that so long as any of the Bonds issued pursuant to this Indenture or the Resolution are Outstanding and are unpaid, it will not take any action which will reduce the amount of monies made available hereunder to the Bondholders, or which will in any manner impair or adversely affect the rights of the Issuer, or the Bondholders to the security provided by this Indenture. Section 6.08. Issuer’s Obligations Limited. Nothing in the Indenture is intended to require or obligate nor shall anything herein be interpreted to require or obligate the Issuer for any purpose or at any time whatsoever, to provide, apply, or expend any funds coming into the hands of the Issuer other than the funds delivered to the Trustee in the Deposit herein. Following delivery of the Deposit to the Trustee herein by the Issuer, Issuer shall have no further obligation to the Bondholders or the Trustee, other than those obligations expressly set forth herein. Moreover, pursuant to the terms of the Act, following delivery of the Deposit to the Trustee, the obligations expressed in the Bonds and the Resolution shall be defeased, and the Issuer shall have no further obligation with respect to such Bonds. Finally, the Bonds shall no longer be considered as outstanding in computing any constitutional or statutory debt limitation with respect to issuance of securities by the Issuer; and, the Issuer shall be released from the covenants, agreements, and obligations contained in the Bonds and the Resolution.
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES Section 7.01. Events of Default Defined. Each of the following shall be an "Event of Default" hereunder: If payment of the principal or redemption price of any Bond is not made when it becomes due and payable at maturity or upon call for redemption; or If payment of any installment of interest on any Bond is not made when it becomes due and payable. Section 7.02. Acceleration and Annulment Thereof. If any Event of Default occurs, the Issuer may, and upon request of the holders of 51% in aggregate principal amount of the Bonds then Outstanding, shall, by notice in writing to the Trustee, declare the principal of all Bonds then Outstanding to be immediately due and payable; and upon such declaration the said principal, together with interest accrued thereon, shall become due and payable immediately at the place of payment provided therein, anything in the Indenture or in said Bonds to the contrary notwithstanding. Upon any declaration of acceleration hereunder, the Issuer shall immediately require the Trustee to surrender all funds, investments, securities, the Debt Service Fund, and all other rights and privileges in possession f the Trustee hereunder. Following such a declaration of acceleration hereunder, and the surrender of the Trustee, as provided in the preceding sentence, the Issuer may proceed to pay to the Bondholders such funds as are available for payment. Thereafter, should there be any deficiency whatsoever, the Issuer may, with the consent of the Bondholders, institute such legal proceedings as may be necessary to recover fromthe Trustee any such deficiency. Absent the consent of the Bondholders, the Bondholders may institute such legal proceedings to recover from the Trustee any deficiency on their own behalf. If, after the principal of said Bonds has been so declared to be due and payable, all arrears of principal of and interest upon the Bond (excluding principal due solely as a result of such declaration, but including any interest on overdue installments of interest at the rate borne by the Bonds) are paid or caused to be paid by the trustee, and the Trustee also performs all other things in respect to which it may have been in default hereunder, and pay the reasonable charges of the Issuer, the Bondholders and any receiver appointed in respect of the Bonds, including reasonable attorney’s fees, then, and in every such case, the Holders of a majority in aggregate principal amount of the Bonds then Outstanding, by notice to the Trustee may annul such declaration and its consequences and such annulment shall be binding upon the Issuer and upon all Bondholders secured hereunder; but no such annulment shall extend to or affect any subsequent default or impair any right or remedy consequent thereon. Section 7.03. Entry By Issuer. If any Event of Default has occurred and is continuing the Issuer before or after declaring the principal of the Bonds immediately due and payable, (a) may enforce each and every right granted to it under the Indenture, and any supplements or amendments thereto, and (b) insofar as such right may be lawfully conferred upon the Issuer, may, but its agents or attorneys, with or without process of law, enter upon and take and maintain possession of all or any part of the Trustee’s records, documents, books, papers and accounts of the investments, funds, Debt Service Fund and all other rights and privileges relating thereto, and may, as the attorney in fact or agent of the Trustee, being thereunto hereby duly authorized, or in its own name as Issuer, hold, manage and collect the investments and other privileges and rights acquired by the Trustee as a result of the Indenture and the Deposit provided for herein. After declaring the principal of the Bonds to be immediately due and payable, the Issuer may also enforce each and every right granted to the Trustee hereunder. In exercising such rights, the Issuer shall take such action as directed by 51% of the Bondholders, or the Bond insurer, if any, and if no such direction is forthcoming, as, in the judgment of the Issuer wold best serve the interests of the Bondholders. Section 7.04. Legal Proceedings by Issuer. If any Event of Default has occurred and is continuing, the Issuer in its discretion may, and upon the written request of the Holders of 51% in aggregate principal amount of the Bonds and receipt of indemnity to its satisfaction, shall (subject to Section 7.02 hereof), in its own name: By mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Bondholders, including enforcement of, and the right to collect all amounts payable under the Indenture arising from the Deposit and to carry out any other provisions of this Indenture for the benefit of the Bondholders;
By action suit or in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Bondholders. Section 7.05. Discontinuance of Proceedings by Issuer. If any proceeding taken by the Issuer on account of any Event of Default is discontinued or is determined adversely to the Issuer, the Issuer and the Bondholders shall be restored to their former positions an rights hereunder as though no such proceeding had been taken. Section 7.06. Bondholders May Direct Proceedings. Subject to the rights of the Issuer herein, the holders of a majority in aggregate principal amount of the Bonds Outstanding hereunder shall have the right to initiate and direct all remedial proceedings against the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law or the provisions of this Indenture, and that the issuer shall not be required to comply with any such direction which it deems in good faith to be unlawful or unjustly prejudicial to Bondholders not parties to such direction. Section 7.07. Limitations on Actions by Bondholders. No Bondholder shall have any right to pursue any remedy hereunder unless: The Trustee shall have been given written notice of an Event of Default, The holders of at least 51% in aggregate principal amount of the Bonds then Outstanding shall have requested the Issuer, in writing, to exercise the powers hereinabove granted or to pursue such remedy in its or their name or names, The Issuer shall have been offered indemnity reasonably satisfactory to it against costs, expenses and liabilities, and The Issuer shall have failed to comply with such request within a reasonable time; provided that nothing herein contained shall preclude the holder of any Bond with respect to which an event of default under the Resolution has occurred and is continuing from bringing an action at law to enforce the right of payment on such Bond. Section 7.08. Issuer May Enforce Rights Without Possession of Bonds. All rights under the Indenture and the Bonds may be enforced by the Issuer, against the trustee where an event of Default ha occurred, without the possession of any Bonds or the production thereof at the trial or other proceedings relative thereto, and any proceeding instituted by the Issuer shall be brought in its name for the ratable benefit of the Bondholders. Section 7.09. Remedies Not Exclusive. No remedy herein conferred is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder, or at law in equity or by statute. Section 7.10. Delays and Omissions Not to Impair Rights. No delay or omission in respect of exercising any right or power accruing upon any Event of Default shall impair such right or power or be a waiver of such Event of Default and every remedy given by this Article may be exercised from time to time and as often as may be deemed expedient. Section 7.11. Application of Moneys in Event of Default. Any moneys received by the Issuer under this Article VII shall be applied: First: to the payment of the costs of the Issuer, including reasonable Counsel fees; and Second: to the payment of principal or redemption price (as the case may be) and interest then owing on the Bonds, and in case such money shall be insufficient to pay the same in full, then to the payment of principal or redemption price and interest ratably, without preference or priority of one Bond over anther, and without preference or priority of any installment of interest over any other installment of interest.
The surplus, if any, shall be paid to the Trustee or the person lawfully entitled to receive the same as a court of competent jurisdiction may direct. ARTICLE VIII. THE TRUSTEE Section 8.01. Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created, and to the additional terms set forth in this Article, to all of which the parties hereto by their execution of the Indenture, agree. Section 8.02. No Responsibility for Validity of Bonds. The Trustee shall not be responsible for the validity of the Bonds or for the validity, priority, recording or rerecording, filing or refiling of the Resolution or amendments thereto, or for the validity of the execution by the Issuer of this Indenture or of any supplements thereto or instruments of further assurance. Section 8.03. Trustee May Act Through Agents; Answerable Only for Want of Good Faith and Due Diligence. The Trustee may exercise any powers hereunder and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to advice of Counsel concerning all questions hereunder, and may in all cases pay reasonable compensation to all such attorneys, agents, receivers and employees as may be employed in connection herewith. The Trustee may act upon the opinion or advice of its regular independent counsel or any other attorney (who may be the attorney or attorneys for the Issuer) approved by the Trustee. The Trustee shall not be responsible for any loss or damage resulting from any action or inaction in good faith in reliance upon such opinion or advice. The Trustee shall not be answerable for the exercise of any discretion or power under this Indenture nor for anything whatever in connection with the trust hereunder, except only its own failure to exercise good faith and due diligence in performing its functions. Notwithstanding the foregoing, the Trustee shall be responsible for the computation of the size of the Deposit, and for the investment of the proceeds of the Deposit. Should the actual value of theDeposit be insufficient to pay the principal of, interest on and the premium, if any, on the Bonds ad they mature, the Trustee shall bear full liability and responsibility for any deficiency to the Issuer and the Bondholders. Section 8.04. Compensation and Indemnity. The Trustee may pay to itself reasonable compensation for it services hereunder and also all its reasonable expenses and disbursements, including reasonable counsel fees. However, the Trustee shall have no action for indemnity or otherwise against the Issuer or the Bondholders as a result of its compensation for its services. Section 8.05. Notice of Default; Right to Investigate. The Trustee shall, within 30 days after the occurrence thereof, give written notice by first class mail to the Issuer and registered Bondholders of all defaults known to the Trustee, unless such defaults have been remedied (the term "defaults" for purposes of this Article being defined to include the events specified in Article VII, not including any notice or periods of grace provided for therein). Issuer may, however, at any time required of the Trustee full information as to the performance of any covenant hereunder; and, if information satisfactory to it is not forthcoming, the Issuer may make or cause to be made, at the expense of the Trustee, an investigation into the affairs f the Trustee related to this Indenture and the properties covered hereby. Section 8.06. Reliance on Documents, Etc. The Trustee may act on any requisition, resolution, notice, telegram, request, consent, waiver, certificate, statement, affidavit, bond, or other paper or document which it in good faith believes to be genuine and to have been passed or signed by the proper persons or to have been prepared and furnished pursuant to any of the provisions of the Indenture; and the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement. Section 8.07. Trustee May Deal in Bonds. The Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Bondholders may be entitled to take with like effect as if the Trustee were not a party to the Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the Issuer, provided that if the Trustee determines that it has a conflict of interest which would prevent it from serving as Trustee hereunder, it shall remove the conflict or resign.
Section 8.08. Construction of Ambiguous Provisions. The Trustee may construe any ambiguous or inconsistent provision of this Indenture, and any construction by the Trustee shall be binding upon the Bondholders and the Issuer, but in no event shall any such construction be contrary to the provisions of the Resolution. Section 8.09. Resignation of Trustee. The Trustee may resign and be discharged of the trusts created by this Indenture by written resignation filed with the Issuer not less than 60 days before the date when it is to take effect; provided notice of such resignation is published at least once a week for three consecutive calendar weeks in an Authorized Newspaper, and at least once in the Bond Buyer, or its successor, if any, the first publication to appear not less than three weeks prior to the date when the resignation is to take effect. Such resignation shall take effect only upon the appointment of a successor trustee. Section. 8.10. Removal of Trustee. Any Trustee hereunder may be removed at any time by an instrument appointing a successor to the Trustee so removed, executed by the holders of a majority in aggregate principal amount of the Bonds then Outstanding and filed with the Trustee and the Issuer. Section 8.11. Appointment of Successor Trustee. If the Trustee or any successor trustee resigns or is removed or dissolved, or if its property or business is taken under the control of any state or federal court of administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the holders of a majority in aggregate principal amount of the Bonds then Outstanding or the Issuer shall appoint a successor and shall publish notice of such appointment once in each of three consecutive weeks in an Authorized Newspaper. If the Bondholders fail to make such appointment within 60 days after the date notice of resignation is filed, the Issuer may do so. Section 8.12. Qualification of Successor. A successor trustee shall be a national bank with trust powers or a bank and trust company or a trust company having combined net capital and surplus of at least $50,000,000 which is a member of the Federal Deposit Insurance Corporation, or its successor, if there be one able and willing to accept the trust on a reasonable and customary terms. Section 8.13. Instruments of Succession. Any successor trustee shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder; and thereupon such successor trustee, without any further act, deed or conveyance, shall become duly vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in the trust hereunder, with like effect as if originally named Trustee herein. The Trustee ceasing to act hereunder shall pay over to the successor trustee all moneys held in trust by it hereunder; and, upon request of the successor trustee, the Trustee ceasing to act and the Issuer shall execute and deliver an instrument trans | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||